ex10-1.htm


     

    
      

      

    

    EXHIBIT
      10.1

     

     

    


     

    SECURITIES
      PURCHASE AGREEMENT

     

    THIS
      SECURITIES PURCHASE AGREEMENT (the “Agreement”) is entered into
      as of June 27, 2008 (the “Effective Date”), by and between
      The Quercus Trust (“Buyer”) and Emcore Corporation, a New
      Jersey Corporation ( “Seller”).

     

     

    RECITALS

    WHEREAS,
      Seller desires to sell to Buyer that certain number shares of Series D
      Convertible Preferred Stock (the “Shares”)
      and warrants to purchase additional shares of Series D Preferred Stock (the
      “Warrants”,
      and together with the Shares, the “Securities”) of WorldWater
& Solar Technologies Corp., a Delaware corporation (the
“Company”), and Buyer desires to purchase such Securities
      from
      Seller, all in accordance with the terms and conditions set forth in this
      Agreement.

     

     

    AGREEMENT

    NOW,
      THEREFORE, in consideration of the mutual promises contained herein, the parties
      hereto agree as follows:

     

    1.  Sale
      of Securities.

     

    1.1   First
      Closing.  Seller hereby agrees to sell to Buyer, and Buyer hereby
      agrees to purchase from Seller, 1,000,000 Shares of Series D Convertible
      Preferred and 100,000 Warrants to purchase Shares of Series D Convertible
      Preferred for an aggregate purchase price of $6,540,000.

     

    1.2  Second
      Closing.  At the second closing (the “Second
      Closing”) which shall be no later than July 31, 2008, Seller hereby
      agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller,
      1,000,000 Shares of Series D Convertible Preferred and 100,000 Warrants to
      purchase Series D Convertible Preferred for an aggregate purchase price of
      $6,540,000.

     

    2.  Deliverables.

     

    2.1  At
      each
      Closing, Buyer will deliver to Seller the purchase price paid by cash, check
      or
      wire transfer. The purchase price will constitute the entire consideration
      to be
      paid by Buyer to Seller for the Shares purchased at the applicable
      Closing.

     

    2.2  Within
      three (3) days after each Closing, or such other time as the parties agree,
      Buyer will (a) deliver to the Company’s transfer agent (the “Transfer
      Agent”) a stock power (the “Stock Power”), in the form
      attached hereto as Exhibit A, in respect of the Shares owned by Seller,
      fully endorsed for transfer to Buyer; and (b) deliver to the Company, or the
      Company’s transfer agent, as applicable, a Warrant Assignment assigning the
      Warrants to Buyer.  Seller has, or will have, prior to each Closing,
      delivered to the Transfer Agent the original stock certificate and warrant
      certificate which include the Securities to be sold to
      Buyer.  Pursuant to the terms of this Agreement, Seller shall request
      that, upon the Transfer Agent’s receipt of such Stock Power and Warrant
      Assignment, the Transfer Agent shall (1) issue and deliver to Buyer a duly
      executed stock certificate representing the total number of Shares transferred
      to Buyer in the agreement, (2) issue and deliver to Buyer a duly executed
      warrant certificate representing the total number of Warrants transferred to
      Buyer in the agreement, and (3) issue and deliver to Seller duly executed stock
      certificate(s) and warrant certificate(s) representing the balance of the Shares
      and Warrants owned by Seller after the Effective Date.

     

    3.  Seller’s
      Representations.
Seller represents
      and warrants to Buyer and the Company as
      follows:

     

    3.1  Seller
      owns the Securities beneficially and of record, free and clear of any suit,
      proceeding, call, voting trust, proxy, restriction, security interest, lien
      or
      other encumbrance of any kind or nature whatsoever (collectively, a
“Lien”) and has full power, authority and capacity to transfer
      and dispose of all the Securities free and clear of any Lien. Upon the payment
      for and delivery of the Securities as provided in this Agreement, Buyer will
      acquire good and valid title to the Securities free and clear of any
      Lien.

     

    3.2  The
      execution and delivery of this Agreement by Seller, the consummation of the
      transaction contemplated hereby, and the compliance with the terms of this
      Agreement will not conflict with, result in the breach of, or constitute a
      default under, or require any consent or approval under, any agreement, note,
      indenture, mortgage, deed of trust or other agreement, lease or instrument
      to
      which either Seller is a party or by which it may be bound.

     

    3.3  No
broker
      or finder has acted
      directly or indirectly for Seller in connection with this Agreement or the
      transaction contemplated hereby, and no broker or finder is entitled to any
      brokerage or finder’s fee or other commission in respect thereof based in any
      way on agreements, arrangements or understandings made by or on behalf of
      Seller.

     

    3.4  This
      Agreement has been duly authorized, executed and delivered by Seller and
      constitutes the legal, valid and binding obligation of Seller, enforceable
      against Seller in accordance with its terms.

     

    3.5  Seller’s
      transfer of the Securities to Buyer is exempt from the registration requirements
      of the Securities Act of 1933, as amended (the “Securities
      Act”) and any applicable state securities laws, in each case pursuant
      to applicable exemptions thereunder.

     

    3.6  Seller
      expressly acknowledges and agrees that the Company has made no representations
      or warranties in connection with the Securities or the transactions contemplated
      by this Agreement.

     

    4.  Buyer’s
      Representations.
Buyer represents
      and warrants to Seller and the Company as
      follows:

     

    4.1  Buyer
      has
      full power and authority to purchase the Securities from Seller in accordance
      with this Agreement.

     

    4.2  Buyer
      understands that none of the Securities has been registered under the Securities
      Act. Buyer also understands that such Securities are being offered and sold
      pursuant to an exemption from registration contained in the Securities
      Act.

     

    4.3  The
      execution and delivery of this Agreement by Buyer, the consummation of the
      transaction contemplated herein, and the compliance with the terms of this
      Agreement will not conflict with, result in the breach of, or constitute a
      default under, or require any consent or approval under, any note, indenture,
      mortgage, deed of trust or other agreement, lease or instrument to which Buyer
      is a party or by which he may be bound.

     

    4.4  No
      broker
      or finder has acted directly or indirectly for Buyer in connection with this
      Agreement or the transaction contemplated hereby, and no broker or finder is
      entitled to any brokerage or finder’s fee or other commission in respect thereof
      based in any way on agreements, arrangements or understandings made by or on
      behalf of Buyer.

     

    4.5  This
      Agreement has been duly authorized, executed and delivered by Buyer and
      constitutes the legal, valid and binding obligation of Buyer, enforceable
      against Buyer in accordance with its terms.

     

    4.6  Buyer
      is
      an “accredited investor,” as that term is defined in Regulation D adopted
      pursuant to the Act.

     

    4.7  Seller’s
      transfer of the Securities to Buyer is exempt from the registration requirements
      of the Securities Act and any applicable state securities laws, in each case
      pursuant to applicable exemptions thereunder.

     

    4.8  The
      Securities to be acquired by Buyer from Seller as contemplated hereunder are
      being acquired for Buyer’s own account and not with a view to, or intention of,
      distribution thereof in violation of the Securities Act or any applicable state
      securities laws, and the Securities will not be sold, transferred, pledged
      or
      otherwise disposed of by Buyer in contravention of the Securities Act or any
      applicable state securities laws or any provision of the charter, bylaws or
      any
      stockholders agreement of the Company.

     

    4.9  Buyer
      is
      sophisticated in financial matters as to be able to evaluate the risks and
      benefits of the investment in the Securities and make an informed investment
      decision.

     

    4.10  Buyer
      has
      had an opportunity to ask questions and receive answers concerning the Company
      and the Securities and has had full access to such other information concerning
      the Company and the Securities as Buyer has requested. Buyer has also reviewed
      or has had an opportunity to review such other documents and information
      regarding the Company and its business as requested by Buyer to Buyer’s
      satisfaction.

     

    4.11  Buyer
      understands that the Seller is relying and will rely on the information and
      representations with respect to Buyer set forth in this Agreement as to whether
      the transfer of the Securities to Buyer qualifies for an exemption from the
      registration requirements under the Securities Act, and Buyer confirms that
      all
      such information is true and correct as of the date hereof.

     

    4.12  Buyer
      understands that Buyer must bear the economic risk of his acquisition of the
      Securities for an indefinite period of time because (1) the acquisition of
      Securities by Buyer has not been registered under the Securities Act or
      applicable state securities laws; and (2) the Securities may therefore not
      be
      sold, transferred, pledged, or otherwise disposed of unless registered for
      sale
      under the Securities Act, or unless pursuant to an applicable exemption from
      registration, and in any event only if the transfer is permitted. Buyer further
      acknowledges that an important consideration bearing on his ability to bear
      the
      economic risk of his acquisition of Securities is whether Buyer can afford
      a
      complete loss of such investment in the Company, and Buyer confirms that Buyer
      can afford a complete loss of such investment in the Company.

     

    4.13  Buyer
      understands that the certificates evidencing the Securities will bear one or
      more restrictive legends prohibiting the transfer thereof except in compliance
      with the applicable state and federal securities laws and with any restrictions
      on transfer contained in the Company’s bylaws and/or stockholders’ agreement, as
      in effect from time to time.

     

    4.14  Buyer
      expressly acknowledges and agrees that the Company has made no representations
      or warranties in connection with the Securities or the transactions contemplated
      by this Agreement.

     

    5.  Miscellaneous
      Provisions.

     

    5.1  Any
      number of counterparts of this Agreement may be signed and delivered and each
      will be considered an original and together they will constitute one
      agreement.

     

    5.2  This
      Agreement may not be amended or modified in any respect, except by the mutual
      written agreement of the parties hereto and the Company.

     

    5.3  Each
      party to this Agreement will pay its own expenses in connection with the
      transactions contemplated hereby, whether or not such transactions will be
      consummated.

     

    5.4  This
      Agreement will be construed and performed in accordance with the laws of the
      State of Delaware, without regard to the conflicts of law therein. The rights
      and liabilities of the present parties will bind and inure to their respective
      heirs, devisees, personal representatives, successors and assigns.

     

    5.5  This
      Agreement and the exhibits hereto constitute the entire agreement among the
      parties relating to their subject matter and supersede all prior and
      contemporaneous agreements and understandings of the parties in connection
      with
      such subject matter.

     

    5.6  From
      and
      after the date of this Agreement, upon the request of Seller, Buyer or the
      Company, Seller or Buyer, as applicable, will execute and deliver such
      instruments, documents or other writings as may be reasonably necessary or
      desirable to confirm and carry out and to effectuate fully the intent and
      purposes of this Agreement.

     

    5.7  The
      Company is an intended third party beneficiary of this Agreement and Buyer
      and
      Seller acknowledge and agree that the Company will rely and is intended to
      rely
      on the provisions, representations and agreements set forth herein. Other than
      the foregoing, nothing expressed or implied in this Agreement is intended,
      or
      shall be construed, to confer upon or give any person, firm, corporation,
      partnership, association or other entity, other than the parties hereto and
      the
      Company and their respective successors and assigns, any rights or remedies
      under or by reason of this Agreement.

     


    IN
      WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement
      as of the date first written above.

     

     

    BUYER:

     

    The
      Quercus Trust

     

    /s/
      David Gelbaum

     

    David
      Gelbaum, Trustee

     

    SELLER:

     

    EMCORE
      CORPORATION,

    a
      New Jersey corporation

     

    By:           /s/
      Reuben Richards

     

    Name:  Reuben
      Richards

    Title:    Executive
      Chairman

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    


     

    STOCK
      POWER

     

    


     

    (Stock
      Assignment Separate From Certificate)

     

    FOR
      VALUE RECEIVED, EMCORE CORPORATION, hereby sells, assigns and transfers
      unto THE QUERCUS TRUST One Million (1,000,000) shares of Series
      D Preferred Stock of WorldWater & Solar Technologies Corp., a Delaware
      corporation (the “Company”), standing in its name on the books
      of said Company, as represented by Certificate Nos. _________, and hereby
      irrevocably constitutes and appoints as Holder’s attorney to transfer the shares
      on the books of the Company, with full power of substitution in the
      premises.

     

    


     

    Dated:  ___________________

     

    


    EMCORE
      CORPORATION

    


     

    ____________________________

     

     

    Name:  _____________________

     

     

    Title:    _____________________

     

     

    NOTE:
      The
      signature(s) to this assignment must correspond with the name as written upon
      the face of the certificate, in every particular, without alteration or
      enlargement, or any change whatsoever.